Shareholders’ Rights
The company is well aware of the importance of shareholders’ rights to ensure their ultimate interests and has therefore provided transparent reports in alignment with good corporate governance.
The company holds an annual general meeting of shareholders within the 4 months from the end of the company’s accounting period. Meeting invitations, along with accompanying documents of each agenda item as well as meeting participation guidelines and methods, will be distributed to shareholders for their acknowledgement at least 7 days prior to the meeting date. The meeting minutes will be disclosed within 14 days from the meeting date.
In each AGM, the company will notify shareholders of the voting procedure for their acknowledgement. Moreover, Chairman of the Meeting will also allow shareholders to present their questions and opinions on agenda items. For each agenda, directors’ comments and the meeting minutes shall be correctly recorded and available for shareholders to access.
Shareholders’ Equity
The company recognizes the importance of and respects shareholders’ equity, with each shareholder’s best interests at heart as well as their equity as per laws and regulations of The Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). Minority shareholders could propose or add meeting agenda items and nominate candidates for the company’s directors in advance of the meeting date. Shareholders who could not attend the meeting themselves could also appoint a proxy for meeting attendance and voting on their behalf.
Regarding prevention measures against insider trading for wrongful pursuit of benefits of oneself or others, the company has responsible oversight committees for stringent implementation, especially in case of items with conflict of interests. It has also established approval policy and procedures for items of related party transactions to which all parties shall adhere.
Stakeholders’ Roles
The company is aware of the rights of all stakeholders, be it internal stakeholders such as employees and executives or the company and subsidiaries or external ones such as the community, government officials and relevant agencies. The company adheres to laws and regulations to protect the rights of the mentioned stakeholders and ensure proper, correct, and fair treatment. Therefore, the company has established ESR policies, with adherence to regulations of relevant agencies such as Ministry of Industry, Industrial Estate Authority of Thailand, etc. Consequently, the company’s industrial estate was certified with ISO 14001 V1996 and ISO 9001 V2000.
Data Disclosure and Transparency
The Board of Directors places importance on accurate, transparent, and thorough disclosure of information, including financial and general reports as well as key information pertinent to the company’s asset value. The company has a team for investor relations and communication as required by SEC and SET, with established channels for distribution. The Board of Directors also ensures Management’s actions regarding complete and accurate data disclosure in a credible and timely fashion. The data disclosure procedure is also subject to regular assessment in order to ensure efficiency. Moreover, the company also discloses the Board’s roles and responsibilities as well as their meeting attendance and compensation of directors and executives in the company’s annual report.
The Board’s Responsibilities
The Board shall be equipped with leadership, vision, and independence in terms of decision making and consideration of matters for ultimate interests of the company and shareholders.
Every matter approved by the Board becomes key policies to which all executives and employees shall adhere.
The company established its official director nomination process with transparency through the disclosure of names, profiles, credentials, shareholding experiences and other fruitful information via channels such as its annual report. The company also designated a clear list of directors and positions. At present, there are 7 directors. including independent directors and 4 external directors. The company’s director nomination policy is as follows:
- The company’s director shall not be a managing director, with segregation of roles and responsibilities for supervision and management.
- The company’s director shall consider suitability of directorship in other companies in a way that allows them to participate in the company’s board meetings and monitor its progress continuously. Moreover, the company’s director shall not assume directorship elsewhere when there is a possibility of conflict of interests.
- The company’s managing director shall not serve the said role in other registered companies to ensure sufficient time for management to achieve the objectives.
A subcommittee shall include at least one-third of independent directors in the entire committee. The company’s subcommittees include Audit Committee, with 3 independent directors, and Renumeration Committee and Nomination Committee still in pursuit of director nomination. For transparency and freedom to perform the duties, the Chairman of the Board of Directors shall not be part of any other board or committee to ensure independence.
The Board of Directors is responsible for consideration and approval of key matters related to the company’s performance as well as oversight, control, and supervision of Management to ensure effective and efficient implementation of the policies and business plans set forth. The Board of Directors also has the policy to ensure all executives and employees understand the company’s ethical standards for operations and adoption.
The Board of Directors meetings are held at least every 3 months, with key agenda items clearly separated between items for acknowledgement and approval. Meeting invitations, along with meeting regulations and accompanying documents, are distributed to directors in advance of the meeting date to allow them the time to study and consider the materials. The company also records meeting details in writing, formulates meeting minutes, and restore the versions completely reviewed by executives and signed by the Chairman, all of which can be verified by relevant persons.
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